As filed with the Securities and Exchange Commission on August 9 , 2016
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SINA CORPORATION
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
Not Applicable |
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
37F, Jin Mao Tower
88 Century Boulevard, Pudong
Shanghai 200121
Peoples Republic of China
(Address, including zip code, of registrants principal executive offices)
2015 Share Incentive Plan
(Full title of the plan)
Law Debenture Corporate Services Inc.
400 Madison Avenue, 4 th Floor
New York, New York 10017
(Name, address, including zip code of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
x |
Accelerated filer |
o |
Non-accelerated filer |
o (Do not check if a smaller reporting company) |
Smaller reporting company |
o |
Copies to:
Bonnie Yi Zhang Chief Financial Officer 20/F Beijing Ideal International Plaza No. 58 North 4th Ring Road West Haidian District, Beijing, 100080 Peoples Republic of China (86)10-8262-8888 |
|
Z. Julie Gao, Esq. Will H. Cai, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark, 15 Queens Road Central Hong Kong (852) 3740-4700 |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities to be Registered |
|
Amount to be
|
|
Proposed
|
|
Proposed Maximum
|
|
Amount of
|
|
Ordinary Shares, par value $0.133 per share |
|
1,300,132 |
(2) |
$56.86 |
(2) |
$73,925,505.52 |
|
$7,444.30 |
|
Ordinary Shares, par value $0.133 per share |
|
4,699,868 |
(3) |
$56.86 |
(3) |
$267,234,494.48 |
|
$26,910.51 |
|
Total |
|
6,000,000 |
|
|
|
$341,160,000.00 |
|
$34,354.81 |
|
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2015 Share Incentive Plan (the Plan). Any ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares that may be issued under the Plan.
(2) The amount to be registered represents restricted share units granted under the Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ordinary shares as quoted on NASDAQ Global Select Market on August 5, 2016.
(3) These ordinary shares are reserved for future award grants under the Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, it is based on the average of the high and low prices for the Registrants ordinary shares as quoted on the NASDAQ Global Select Market on August 5, 2016.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the Commission) are incorporated by reference herein:
(a) The Registrants annual report on Form 20-F for the fiscal year ended December 31, 2015, filed with the Commission on April 28, 2016;
(b) The description of the Registrants ordinary shares contained in the Registrants registration statement on Form 8-A filed with the SEC on April 10, 2000 including any amendment or report filed for the purpose of updating such description; and
(c) The description of the Registrants ordinary share purchase rights in the Registrants registration statement on Form 8-A filed with the SEC on April 28, 2015, as amended by the registrants Form 8-A/A filed with the SEC on November 27, 2015, including any further amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants currently effecitve memorandum and articles of association provide that the Registrants directors and officers shall be entitled to be indemnified out of the assets of the Registrant against all losses or liabilities incurred or sustained by him as a director or officer of the Registrant in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted. In addition, the Registrant has entered into indemnification agreements with its directors and certain senior executive officers that provide such persons with additional indemnification beyond that provided in the Registrants memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits attached hereto.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, the Peoples Republic of China, on August 9, 2016.
|
Sina Corporation |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Charles Chao |
|
|
|
Name: |
Charles Chao |
|
|
Title: |
Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Charles Chao and Bonnie Yi Zhang, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Charles Chao |
|
Chairman and Chief Executive Officer |
|
August 9, 2016 |
Charles Chao |
|
(principal executive officer) |
|
|
|
|
|
|
|
/s/ Bonnie Yi Zhang |
|
Chief Financial Officer |
|
August 9, 2016 |
Bonnie Yi Zhang |
|
(principal financial and accounting officer) |
|
|
|
|
|
|
|
/s/ Ter Fung Tsao |
|
Director |
|
August 9, 2016 |
Ter Fung Tsao |
|
|
|
|
|
|
|
|
|
/s/ Yan Wang |
|
Director |
|
August 9, 2016 |
Yan Wang |
|
|
|
|
|
|
|
|
|
/s/Song-Yi Zhang |
|
Director |
|
August 9, 2016 |
Song-Yi Zhang |
|
|
|
|
|
|
|
|
|
/s/ Yichen Zhang |
|
Director |
|
August 9, 2016 |
Yichen Zhang |
|
|
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Sina Corporation has signed this registration statement or amendment thereto in New York on August 9, 2016.
|
|
Authorized U.S. Representative |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Diana Arias |
|
|
|
Name: |
Diana Arias, on behalf of Law Debenture Corporate Services Inc. |
|
|
Title: |
Senior Manager |
EXHIBIT INDEX
Exhibit Number |
|
Description |
4.1 |
|
Amended and Restated Articles of Association of Sina Corporation (Filed as Exhibit 3.1 to the Registrants Report of Foreign Issuer on Form 6-K filed on December 23, 2009 and incorporated herein by reference). |
|
|
|
4.2 |
|
Rights Agreement dated as of April 23, 2015 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 1 to the Registrants Registration Statement on Form 8-A12B (No. 001-37361) filed on April 28, 2015, and incorporated herein by reference). |
|
|
|
4.3 |
|
Amendment No. 1 to Rights Agreement dated as of June 22, 2015 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (Filed as Exhibit 2 to the Amendment No. 1 to the Registrants Registration Statement on Form 8-A12B (No. 001-37361) filed on November 27, 2015, and incorporated herein by reference). |
|
|
|
5.1* |
|
Opinion of Maples and Calder, Cayman Islands counsel to the Registrant, regarding the legality of the ordinary shares being registered |
|
|
|
10.1 |
|
2015 Share Incentive Plan (Filed as Exhibit 4.39 of the Registrants Annual Report on Form 20-F filed on April 28, 2016 and incorporated herein by refernece) |
|
|
|
23.1* |
|
Consent of PricewaterhouseCoopers Zhong Tian LLP |
|
|
|
23.2* |
|
Consent of Maples and Calder (included in Exhibit 5.1) |
|
|
|
24.1* |
|
Power of Attorney (included on signature page hereto) |
* Filed herewith.
Exhibit 5.1
Ref: SSY/300744-000002/9628770v3
Sina Corporation
37F, Jin Mao Tower
88 Century Boulevard, Pudong
Shanghai 200121
Peoples Republic of China
9 August 2016
Dear Sirs
Sina Corporation (the Company)
We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the Commission ) on 9 August 2016 (the Registration Statement , which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the Securities Act ) of 6,000,000 ordinary shares, par value US$0.133 per share (the Shares ), issuable by the Company pursuant to the 2015 Share Incentive Plan adopted by the directors of the Company on 30 July 2015 (such plan, to be referred to as the Plan , which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the amended and restated memorandum of association of the Company adopted by special resolution passed on 10 April 2000 and the amended and restated articles of association of the Company adopted by special resolution passed on 7 December 2009 (the Memorandum and Articles ), and the resolutions of the directors of the Company passed on 30 July 2015 and 8 June 2016 (together, the Resolutions ).
Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:
1. The Shares to be issued by the Company have been duly and validly authorized.
2. When issued and paid for in accordance with the terms of the Plan and in accordance with the Resolutions, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.
In this opinion letter, the phrase non-assessable means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Companys assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).
These opinions are subject to the qualification that under the Companies Law (2013 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2013 Revision) directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).
These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.
We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) there is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out above, and (d) upon the issue of any Shares, the consideration received by the Company shall be not less than the par value of such Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are experts within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
Yours faithfully |
|
|
|
/s/ Maples and Calder |
|
Maples and Calder |
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Sina Corporation of our report dated April 28, 2016 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report on the Form 20-F for the year ended December 31, 2015.
/s/PricewaterhouseCoopers Zhong Tian LLP |
|
PricewaterhouseCoopers Zhong Tian LLP |
|
|
|
Beijing, the Peoples Republic of China |
|
|
|
|
|
August 9, 2016 |
|